Terms of Service

Beable Education, Inc. Terms of Service

These Terms of Service govern the agreement between Beable Education, Inc. and its affiliates and subsidiaries (“Beable” or the “Company”) and you for a subscription to or purchase of Beable’s educational services (the “Services”).  The Company reserves the right to amend, remove or add to these Terms of Service at any time.  Your continued use of Services provided by the Company signifies your acceptance of the then-current Terms of Service.

  1. Content of our Agreement.

Our agreement (the “Agreement”) consists of the subscription form or order form in which you agreed to purchase the Services and your agreement to our Terms of Service.  In the event of a conflict between the subscription or order form and these Terms of Service, the terms of the subscription or order form shall control.  In addition, the Company’s Terms of Use and Privacy Policy, located at https://beable.com/terms-and-conditions/ and https://beable.com/privacy-policy/, are incorporated by reference into these Terms of Service.

  1. Term.

If the subscription or order form does not specify a term, the term of the Agreement between us shall commence on the date your right to use the Services commences and shall end on the following June 30, unless earlier terminated pursuant to the terms of our Agreement.  In the event of a multi-year subscription or orders, the term shall end on June 30 of the final year of your subscription or order or when we cease providing Services, whichever is later.  The provisions of paragraphs 4-8 and 12-24 of these Terms of Services shall survive any expiration or termination of the Term.

  1. Grant of License.

For each Service you purchase, the Company grants your Authorized Users a limited, non-transferable, non-sublicensable, non-exclusive license (revocable in the event of breach) to use the Service solely for educational purposes during the Term.  The foregoing notwithstanding, the Company will not be obligated to provide any Service to any user who has not agreed (i) to the Company’s Privacy Policy and (ii) to comply with the Company’s end user Terms and Conditions of Use (“Terms of Use”). We reserve the right to change our Privacy Policy and Terms of Use at any time without prior notice. You agree that the Services consist of proprietary content and information owned by the Company, its licensors, and/or other third parties.  The Company shall have the right to modify, add to or remove any content or features at any time without prior notice to you.

  1. Restrictions on Use.

You and your Authorized Users may not: (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services; (b) use framing techniques to enclose any trademark or logo on the Services; (c) remove or destroy any copyright notices or other proprietary markings contained on or in the Services; (d) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent that the foregoing restrictions are expressly prohibited by applicable law; (e) alter, disable or circumvent any digital rights management security features embedded in the Services; (f) use any manual or automated software, devices or other processes (including, but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape”, copy or download data from any web pages contained in the Services; (g) copy, reproduce, distribute, republish, download, display, post or transmit content, provided that you and your Authorized Users may reproduce or print content made available through the Services for the personal use and educational purposes of Authorized Users provided that you keep intact all copyright and other propriety notices.  The Company may terminate the licenses granted if you or your Authorized Users engage in such prohibited acts.  You agree that violation of this license by you or your Authorized Users harms the Company, its licensors, and/or other third parties, that this harm cannot be fully redressed by money damages, and that the Company, its licensors, and such other third parties shall be entitled to immediate injunctive relief without posting a bond in addition to all other remedies available.

  1. User Content.

Except with respect to Student Data, by transmitting or otherwise making available any content or comments to the Company (“User Content”), you grant to the Company a free, nonexclusive license to use, modify, create derivative works of, and distribute such User Content.  The Company has no obligation to review, monitor or pre-screen User Content on the Services, although the Company reserves the right in its sole discretion to do so and remove User Content at any time.  The Company does not make any representations or warranties with respect to User Content.

  1. Student Data.

The Company requires data about your students (the “Student Data”) in order to provide services to those students. The Company will act as your contractor and provider of institutional or assessment services, as applicable, and will comply with associated provisions of the Department of Education’s regulations under the federal Family Educational Rights and Privacy Act or “FERPA”. The Company will only use Student Data in a manner that complies with Sections 99.33(a) of the Department of Education’s FERPA regulations and is consistent with our Privacy Policy. You will treat Company staff as authorized school recipients of education records under FERPA.  For registered users in the United States, the Company agrees that it will comply with all applicable federal, state, local and municipal laws and regulations applicable to the privacy of such data, specifically including, but not limited to, the Children’s Online Privacy Protection Act and FERPA.

You agree that the Company may contract with independent contractors to store and process Student Data as long as such contractors agree to maintain the confidentiality of such data as required by applicable law and regulation.  You agree that the Company may use Student Data that has been stripped of personal identifiers for any lawful purpose.  The Company may retain and distribute such data that does not contain personal identifiers.  Upon the termination of this Agreement or as otherwise required by law or regulation, upon written request the Company will purge Student Data with personal identifiers from its systems.

  1. Payment Terms.

If the subscription or order form does not contain payment terms, payment for Services is due thirty days after the date of our invoice for such Services.  If you fail to timely pay an invoice, the Company has the right to discontinue providing Services to you and your Authorized Users until payment in full is received.  If you fail to timely pay an invoice, you also agree to pay interest on any overdue amount at the rate of 1% per month or the maximum amount allowed by law, whichever is lower, and you further agree to pay all collection and reasonable attorneys’ fees incurred by the Company in collection efforts.

  1. Taxes.

You are responsible for payment of any sales, excise, use, personal property, gross privilege, value added tax liabilities, and any other taxes, excluding only taxes on our net income.  You will promptly reimburse the Company for any such taxes that it may be required to pay in connection with this Agreement.

  1. Service Interruptions.

The Company is not liable for service interruptions due to periodic or unscheduled maintenance, technical failures, power outages, ISP outages, strikes or work stoppages, denial of service attacks or acts of God.  Except for payment obligations, neither party shall be responsible for any delay or failure in its performance to the extent such delay or failure is caused by causes beyond a party’s reasonable control.

  1. Termination.

Either Party may terminate the Agreement if the other party is in default of any of its material obligations thereunder, and such default is not cured within ten (10) days after written notice thereof to such party.  The Company may discontinue providing the Services upon termination of the Agreement and you shall remain liable for all amounts owed for its Services.

  1. Links to Other Sites.

The Services may contain links to third-party websites.  Such third-party websites are not under the control of the Company.  Although the Company makes reasonable efforts to curate its own content that it makes available on the Services, the Company is not responsible for any third-party websites and does not review, approve, monitor, endorse, warrant or make any representations with respect to third-party websites, or their products or services.  You use all links in third-party websites at your own risk.  You should review applicable terms and policies of any third-party websites before proceeding with any transaction with a third party.

  1. Confidentiality.

In connection with the Services, each party may have access to confidential information including trade secrets, data, business plans, financial matters, Student Data and Personal Information of the other party (“Confidential Information”).  Confidential Information shall include without limitation any information marked as such and any information which is or should be reasonably understood to be confidential or proprietary to the disclosing party.  Each party shall protect such Confidential Information in the same manner as it protects its own confidential information and shall not disclose this information without prior written authorization from the other party.  Each party will not use such information except as needed to perform its obligations under their Agreement and shall take all reasonable precautions to prevent such information from being disclosed to third parties.  Notwithstanding the above, the following information shall not be considered confidential information: (a) information which is publicly known as of the date of this Agreement; (b) information which hereafter becomes publicly known through no fault of a party; and (c) information generally known by a party prior to the receipt of confidential or proprietary material.  Each of the parties agrees that because of the extraordinary nature of such information, the non-disclosing party may not have an adequate remedy at law in the event of the disclosing party’s breach or threatened breach of its non-disclosure obligations, and that the non-disclosing party will suffer irreparable injury as a result of any such breach.  Accordingly, in the event either party breaches or threatens to breach the obligations of confidentiality set forth in this paragraph, in addition to and not in lieu of any legal or other remedies, each party has the right to seek equitable relief from a court of competent jurisdiction without posting a bond.

  1. Indemnification.

You agree to defend, indemnify and hold harmless the Company, its subsidiaries, affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Agreement, these Terms of Service or your use of the Services, including, but not limited to, any use of the Services’ content, services and products other than as expressly authorized in the Agreement and these Terms of Service.

The Company agrees to defend, indemnify and hold harmless you, your employees and agents, from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of a claim that a Service provided to you infringes upon a copyright of a third party.  If any Service is held to infringe, or if in the Company’s opinion, actions are needed to avoid potential infringement, the Company may, at its expense and option: (i) procure for you the continued right to use the Service, (ii) replace or modify the Service in whole or in part, with functionally equivalent, non-infringing Service, or (iii) if neither alternative (i) nor (ii) is reasonably available, terminate the Agreement or request you to discontinue use of the infringing Service, subject to you having a right to terminate the Agreement.  The preceding sentences state our entire liability and obligation, and your exclusive remedy, for copyright infringement.

  1. Warranties and Disclaimer.

THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (A) THE SERVICES WILL MEET YOUR REQUIREMENTS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (D) ANY ERRORS IN THE SERVICES WILL BE CORRECTED.  ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation on Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS SUBSIDIARIES, AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR SPECIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, COVER OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.  THE COMPANY’S TOTAL LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE AMOUNT OF FEES PAID DURING THE TERM OF THE SUBSCRIPTION OR ORDER IN WHICH YOUR CLAIM AROSE.  THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  1. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO OUR AGREEMENT, THESE TERMS OF SERVICE OR THE USE OF THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  1. Governing Law and Jurisdiction.

Any dispute or claim arising therefrom or related to our Agreement, these Terms of Service or the use of the Services shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule (whether of the State of New Jersey or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, our Agreement, these Terms of Service or the use of the Services shall be instituted exclusively in the federal courts located in the State of New Jersey or state courts located in Ocean County, New Jersey, although the Company retains the right to bring any suit, action or proceeding against a foreign entity in its country of residence or any other country with jurisdiction. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

  1. Severability.

If any provision of the Agreement or these Terms of Service shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Agreement or these Terms of Service will otherwise remain in full force and effect.

  1. Waiver.

The failure of the Company to exercise or enforce any right or provision of the Agreement or these Terms of Service shall not operate as a waiver of such right or provision.  Any waiver of any provision of the Agreement or these Terms of Service by the Company must be in writing and signed by an authorized representative of the Company.

  1. Relationship of the Parties.

Nothing contained in the Agreement or these Terms of Service or your use of the Services shall be construed to constitute either party as a partner, joint venturer, employee or agent of the other party, nor shall either party hold itself out as such.  Neither party has any right or authority to incur, assume or create, in writing or otherwise, any warranty, liability or other obligation of any kind, express or implied, in the name of or on behalf of the other party; it being intended by both parties that each shall remain an independent entity responsible for its own actions.

  1. No Third-Party Beneficiaries.

The parties agree that there are no third-party beneficiaries of this Agreement.

  1. Assignment.

You may not assign this Agreement without our prior written consent, and any attempted assignment of this Agreement without such consent shall be null and void.  The Company may assign this Agreement to any entity that purchases all or substantially all of its assets or that obtains control of it by purchase, merger or other means.

  1. Entire Agreement.

These Terms of Service and any written order or subscription form constitute the entire agreement between you and the Company and govern the terms and conditions of your use of the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and the Company with respect to the Services.

  1. Contact Information.

The Services are provided by Beable Education, Inc., a Delaware public benefit corporation with its principal offices in New Jersey.  All notices of copyright infringement claims should be sent to support@beable.com.  All other feedback, comments, requests for technical support and other communications relating to the Services should be directed to support@beable.com or the contact address provided in your order or subscription form.